UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2012
CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51462 | 20-3174202 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID Number) | ||
| 3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277 | ||||
| (Address of principal executive offices) (Zip Code) | ||||
Registrant’s telephone number, including area code (704) 341-1516
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On January 11, 2012, Chelsea Therapeutics International, Ltd. issued a press release announcing the completion of its previously announced underwritten public offering of 4,989,275 shares of common stock, including 650,775 shares issued pursuant to the underwriters exercise in full of their over-allotment option, at a public offering price of $4.75 per share. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated January 11, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHELSEA THERAPEUTICS INTERNATIONAL, LTD. | ||
| Date: January 11, 2012 | /s/ J. Nick Riehle | |
| J. Nick Riehle, Chief Financial Officer | ||
Exhibit 99.1
Chelsea Therapeutics Announces Exercise of Over-Allotment Option and Completion of the Public Offering of Common Stock
Charlotte, NC, January 11, 2012 – Chelsea Therapeutics International, Ltd. (Nasdaq: CHTP) has completed its previously announced underwritten public offering of 4,989,275 shares of common stock, including 650,775 shares issued pursuant to the underwriters exercise in full of their over-allotment option, at a public offering price of $4.75 per share. Exercise of the over-allotment option increases the net proceeds to the company, after underwriting discounts and commissions and estimated offering expenses, from approximately $19.2 million to $22.1 million.
Chelsea intends to use the net proceeds from the offering to fund its droxidopa programs, including regulatory, commercialization and marketing activity for Northera™ (droxidopa), to fund its study of CH-4051 for the treatment of rheumatoid arthritis, to fund development of its other product candidates and for general corporate purposes.
Leerink Swann LLC acted as the sole book-running manager for the offering. Needham & Company, LLC and Roth Capital Partners, LLC acted as the co-managers of the offering.
Chelsea has filed registration statements on Form S-3, as well as a final prospectus supplement and accompanying prospectus, with the Securities and Exchange Commission. The final prospectus supplement and accompanying prospectus relating to the offering may be obtained by sending a request to Leerink Swann LLC, Attention: Syndicate Prospectus Department, One Federal Street, 37th Floor, Boston, Massachusetts 02110, by telephone at 617-918-4814, or by facsimile at 617-918-4914.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering.
About Chelsea Therapeutics
Chelsea Therapeutics is a biopharmaceutical development company that acquires and develops innovative products for the treatment of a variety of human diseases, including Northera™ (droxidopa), an orally active synthetic precursor of norepinephrine initially being developed for the treatment of neurogenic orthostatic hypotension, and CH-4051, a metabolically inert oral antifolate engineered to have potent anti-inflammatory and anti-tumor activity to treat a range of immunological disorders.
This press release contains forward-looking statements regarding future events. These statements are just predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. These risks and uncertainties include risks relating to the use of proceeds from the public offering, our need to raise additional operating capital in the future, our history of losses, risks and costs of drug development, risk of regulatory approvals, our reliance on our lead drug candidates droxidopa and CH-4051, reliance on collaborations and licenses, intellectual property risks, competition, market acceptance for our products if any are approved for marketing, reliance on key personnel including specifically Dr. Pedder and other risks set forth under the heading “Risk Factors” in our public filings we have periodically made and will make with the Securities and Exchange Commission and the final prospectus supplement related to the offering.
| Investors: | Media: | |
| Kathryn McNeil | Lauren Tortorete | |
| Chelsea Therapeutics | Hill & Knowlton | |
| 704-973-4231 | 212-885-0348 | |
| mcneil@chelseatherapeutics.com | lauren.tortorete@hillandknowlton.com |